Cynthia Goh is a Partner with the Mergers & Acquisitions and Capital Markets practice at Rajah & Tann Singapore. She has more than twenty years of experience in mergers and acquisitions, schemes of arrangement, reverse takeovers, divestments, corporate finance, capital markets and general corporate work.
She has been consistently listed as one of Asia’s leading lawyers in the area of Mergers & Acquisitions by Asialaw. She has also been cited by the The Legal 500 Asia Pacific as having “experience and standing in the market”, and praised for providing “consistently sound advice”. She has been selected by her peers for inclusion in Best Lawyers since 2013 for her work in Mergers & Acquisitions. Cynthia has also been named in Who’s Who Legal for her work in M&A and Governance.
The Legal 500 Asia Pacific in 2015 and 2016 cited the following:
“[The firm] has a strong track record in both public and private M&A, and leverages its extensive regional network of offices and associations with other firms across South East Asia and China to provide a full service to clients on cross-border matters. It also has dedicated Singapore-based desks focusing on Japan and South Asia transactions. Reflecting the bench strength of the heavyweight team in Singapore, 55 lawyers specialise in M&A, while 30 advise on related matters such as competition, regulatory and insurance issues. … Other notable individuals in the team include Abdul Jabbar Bin Karam Din, Cynthia Goh and Desmond Wee.”
Cynthia also advises on securities laws and regulations, stock exchange procedure and compliance issues.
Cynthia has been involved in both cross-border as well as local deals. Some of the more significant transactions handled by her include the recent US$92.87 million acquisition by SGX-listed Moya Holdings Asia Limited of the entire issued share capital of Acuatico Pte. Ltd. which, together with its Indonesian subsidiaries, is in the business of developing and operating water treatment facilities and associated distribution pipelines for the distribution of clean water in Indonesia; the sale by the Lee Rubber Companies of their entire shareholding interests (representing 100% of the issued share capital) in Anson Company (Private) Limited to Halcyon Rubber Company Pte. Ltd. for an aggregate cash consideration of S$450 million; the sale by OCBC Bank and its insurance arm Great Eastern of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and its affiliate for S$3.8 billion and United Engineers Limited’s competing general offer for shares and convertible bonds of WBL Corporation Limited at S$1.25 billion. She was also involved in the high-profile contested control for Parkway Holdings Limited valued at over S$3 billion, for NatSteel Ltd valued at over S$760 million, the competing takeover offers by DBS Group Holdings Ltd and United Overseas Bank Limited for OUB, the competing takeover offer for The Straits Trading Company Ltd, the S$33 billion merger of two fully licensed banks in Singapore, and the S$1 billion merger of two stockbroking companies listed on the Singapore Exchange.
On the cross-border front, she was involved in the S$1.6 billion takeover of the London Sumatra group (an oil palm company listed in Indonesia) and London-listed Millennium & Copthorne's £556 million acquisition of over 40 hotels in Australia, New Zealand and the Asia Pacific region. The former deal won mention in Chambers Asia - Asia's Leading Lawyers (2009 Edition) as follows:
“The team advising Indofood Agri Resources on the SGD1.6 billion acquisition of a majority stake in the Jakarta and Surabaya stock exchange-listed PT Perusahaan Perkebunan London Sumatra Indonesia.”
Cynthia’s notable cases & transactions include:
Mergers & Schemes of Arrangement
- Merger between Tat Lee Bank Limited and Keppel Bank of Singapore Limited (with total assets exceeding S$33 billion) – this was the first case in Singapore which utilised the scheme of arrangement route
- Merger between The Commercial Bank of Korea Ltd and Hanil Bank
- Contested merger of Vickers Ballas Holdings Limited and GK Goh Holdings Limited (with total shareholders’ funds amounting to about S$1 billion) via a scheme of arrangement
- Merger of the local and foreign tranches of Singapore Petroleum Company Limited
Some of the high profile competing takeovers which Cynthia has worked on include:
- WBL Corporation Limited: acted for United Engineers Limited in the group's competing general offer for stock units and convertible bonds of WBL Corporation Limited, which valued WBL at S$1.25 billion.
- Fraser & Neave Limited: acted in the sale by OCBC Bank and its insurance arm Great Eastern and the Lee family of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and an affiliate of Thai Beverage, for a total consideration of S$3.8 billion. F&N and Asia Pacific Breweries are listed on the SGX. OCBC Bank, Great Eastern and Thai Beverage are all also SGX-listed groups. This deal won the Singapore M&A Deal of the Year Award at the Asian Legal Business South East Asia Law Awards in 2013.
- Parkway Holdings Limited: acted for the Fortis group in a hotly contested takeover offer for Parkway Holdings Limited between Khazanah Nasional Berhad (Malaysia’s sovereign wealth fund) and Fortis Global Healthcare Holdings Pte. Ltd., (“Fortis Global Healthcare”). This was one of the largest and most prominent contested takeovers in Singapore’s corporate history with a deal value of US$3.4 billion. This deal won the M&A Deal of the Year and Singapore Deal of the Year at the Asian Legal Business South East Asia Law Awards in 2011.
- The Straits Trading Company Limited: competing takeover offer by Knowledge Two Investment Pte Ltd (a subsidiary of Lee Latex (Pte) Ltd) for STC, which valued the target at approximately S$2.13 billion.
- NatSteel Ltd: advised 98 Holdings (a consortium comprising Temasek Holdings and Ong Beng Seng) in the contested control against Oei Hong Leong for NatSteel Ltd, which valued the target at S$769.5 million.
- Overseas Union Bank Limited: acted for OUB in the competing share cum cash takeover offers by UOB and DBS for OUB, which valued OUB at S$10.2 billion and S$9.4 billion respectively.
- SMB United Limited: acted for SMB in the competing voluntary general offers by Boer Power Holdings Limited and Osaki Electric Co., Ltd, which valued SMB at S$164.2 million and S$205.2 million, respectively.
- Indofood Agri Resources Ltd: reverse takeover by PT Indofood Sukses Makmur Tbk (“PT ISM”), involving injection of a major vertically-integrated edible oils and fats company from PT ISM for S$393 million.
- Sky One Holdings Limited. Valued at about S$38 million.
- “Golden Village” business: acted for Golden Screen Limited, a subsidiary of HKEx-listed Orange Sky Golden Harvest Entertainment (Holdings) Limited and an existing 50% shareholder of Dartina Development Limited, in its S$175 million acquisition of the remaining 50% shareholding in Dartina Development Limited from Village Cinemas Australia Pty Ltd, a subsidiary of ASX-listed Village Roadshow Limited. The Dartina group owns and operates the “Golden Village” cinema business in Singapore.
- PT Pam Jaya Lyonnaise: acted for PT Bahtera Hijau Mandiri in the acquisition of 50% of the issued share capital of Water Future Pte Ltd, which is one of the shareholders of PT Pam Lyonnaise Jaya, an entity carrying out water treatment and a water supply operator in the western part of Jakarta, Indonesia.
- Moya Holdings Asia Limited: acquisition by MHAL, which is listed on the Catalist board of the SGX-ST, in a cross-border deal involving the acquisition of the entire issued and paid up share capital of Acuatico Pte. Ltd. for an aggregate cash consideration of approximately US$92.87 million.
The transaction also involved debt refinancing of the Acuatico group's existing loans of approximately US$152.31 million via an assignment to the Purchaser.
- Lee Rubber Group: acted in the S$450 million sale by the Lee Rubber Companies of their entire shareholding interests in Anson Company (Private) Limited to Halcyon Corporation (listed on the SGX-ST).
- Indofood Agri Resources Ltd: acted in the acquisition by Indofood Agri Resources Ltd. of a majority stake in PT Perusahaan Perkebunan London Sumatra Indonesia Tbk, a company listed on the Jakarta and Surabaya stock exchanges, for S$1.6 billion.
- Hong Leong Asia Ltd: acquisition by Hong Leong Asia Ltd. group of:-
- 80% of the issued share capital of Airwell Air-conditioning (Asia) Company Limited (“Airwell Asia”) from ACE SAS for a total investment of approximately US$31.4 million; and
- the entire issued share capital of Fedders Hong Kong Company Limited (“FHK”) from Elco Holland BV (“EHL”) for a total cash consideration of US$2 million.
- Millennium & Copthorne Hotels Plc: 556 million sterling pound acquisition by London-listed Millennium & Copthorne Hotels Plc from CDL Hotels International Limited of over 40 hotels in Australia, New Zealand and the Asia Pacific region.
- CJ GLS Corporation: Acquisition by CJ GLS Corporation (a Korean Stock Exchange listed company) of the business of Accord Express Holdings Pte Ltd for approximately S$95.94 million.
- UOB Life Assurance Limited: Disposal by United Overseas Bank Limited of all its interests in UOB Life Assurance Limited to Prudential Singapore Holdings Pte. Limited for S$428 million.
- Overseas Union Enterprise Limited: Disposal by UOB group of its 55.04% stake in Overseas Union Enterprise Limited for a total cash consideration of S$989.8 million.
- Robinson and Company, Limited: Disposal by OCBC group of its 29.9% stake in Robinson and Company, Limited for a total consideration of S$203 million.
- Hotel Negara Limited: Disposal by UOB group of its 54.5% stake in Hotel Negara Limited for a total cash consideration of approximately S$73.3 million.
- United Overseas Land Limited: Divestment by UOB of its 34.7% stake in United Overseas Land Limited involving S$347 million by way of a distribution in specie and S$276.25 million exchangeable bond issue.
- MPH Limited: Distribution by MPH Limited of its shares in AVJennings Homes Limited (a company listed on the Stock Exchange of Australia) to stockholders via a scheme of arrangement.
- Securitisation of Century Square Shopping Centre.
Memberships / Directorships
- Member, Singapore Academy of Law
- Member, Law Society of Singapore
Author of ‘A Q&A guide to mergers and acquisitions in Singapore’ – published in the PLC Global Counsel Mergers and Acquisitions Handbook 2004/05